WEST CANADA VALLEY CENTRAL SCHOOL DISTRICT HERKIMER AND ONEIDA COUNTIES, NEW YORK $275,000 SCHOOL DISTRICT SERIAL BONDS, 2017 (Designated/Bank Qualified) NOTICE OF PRIVATE COMPETITVE BOND SALE SALE DATE: September 6, 2017 (WEDNESDAY) Location: R. G. Timbs, Inc Facsimile or 24 Sherman Oaks Drive Telephone Bids Until: 11:00 A.M. (Prevailing Time) New Hartford, New York 13413 Bonds Dated: September 20, 2017 (Wednesday) Fax: (315) 266-9212 Bonds Mature: September 15, 2018-2022 Phone: (585) 747-8111 Facsimile or telephone bids will be received and considered by the undersigned President of the Board of Education of the West Canada Valley Central School District, Herkimer and Oneida Counties, New York, for the purchase in Federal Funds at not less than par and accrued interest of $275,000 School District Serial Bonds, dated September 20, 2017. The Bonds will mature in annual principal installments each calendar year on September 15 and, together with the interest thereon as follows: Year Amount 2018 $50,000 2019 $55,000 2020 $55,000 2021 $55,000 2022 $60,000 *Principal amounts subject to adjustment by District in accordance with Section 58.00(c)(2) of the Local Finance Law. The Bonds will bear interest at the rate or rates per annum specified by the successful bidder therefore in accordance herewith, payable on September 15, 2018 and semiannually thereafter on March 15 and September 15 in each year until maturity. The Bonds shall not be subject to redemption prior to maturity. Interest will be calculated on the basis of 30 days to the month and 360 days to the year. Unless all bids re rejected, the Bonds will be awarded and sold to the bidder complying with the terms of this Notice of Private Competitive Bond Sale and offering to purchase the Bonds at the lowest net interest cost. The School District reserves the right to reject any or all bids, and any bid not complying with this Notice of Private Competitive Bond Sale will be rejected. The Bonds will be designated as qualified tax-exempt obligations pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the Code ). The record date for the Bonds is the last business day of the calendar month preceding an interest payment date. The Bonds are being issued pursuant to the Constitution and Laws of the State of New York, including among others, the Local Finance Law, the School District Law and a bond resolution duly adopted by the Board of Education on March 13, 2017 authorizing the issuance of $387,000 of serial bonds for the acquisition of 4 school buses. The Purchases will have the option of having the Bonds issued as registered bonds in the name of the purchaser or, at the option of the purchaser, the Bonds may be registered to The Depository Trust Company, New York, New York ( DTC ). The purchases must notify Bond Counsel by 3:00 P.M., Prevailing Time, on the date of sale whether the Bonds will be issued in non-book-entry form or book-entry form.
If the Bonds are issued in non-book-entry form, they will be issued as registered obligations, registered in the name of the purchaser. Principal and interest on the Bonds will be payable at maturity at such bank or trust company located and authorized to do business in the State of New York or at such other office as may be designated by the purchaser. The paying agent on the Bonds may be designated by the winning bidder. Paying agent fees, if any, shall be paid by the purchaser, If issued in book-entry-only form, the Bonds will be (i) registered in the name of Cede & Co., as nominee of DTC, and (ii) deposited with DTC to be held in trust until maturity. DTC is an automated depository for securities and a clearing house for securities transactions and will be responsible for establishing and maintaining a book-entry system for recording the ownership interest of its participants, which include certain banks, trust companies and securities dealers, and the transfer of the interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the Bonds. Individual purchases of beneficial ownership interest in the Bonds may be made only through book entries made on the books and records of DTC (or a successor depository) and its nominee as registered owner of the Bonds. Transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The School District will not be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. DTC is an automated depository for securities and clearing house for securities transactions, and will be responsible for establishing and maintaining a book-entry system for recording the ownership interests of individual purchasers in the Bonds. Individual purchases of beneficial ownership interests in the Bonds may only be made through book entries (without certificates issued by the School District) made on the book and records of DTC (or successor depository) and its participants in denominations of $5,000 or integral multiples thereof. Principal and interest on the Bonds will be payable by the School District or its agent by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The School District will not be responsible or liable for payments by DTC to its participants or persons acting through such participants, The deposit of the Bonds with DTC under a book-entry system requires the assignment of CUSIP numbers prior to delivery. It shall by the responsibility of the successful bidder to obtain CUSIP numbers for the Bonds prior to delivery, and the District will not be responsible for any delay occasioned by the inability to deposit Bonds with DTC due to the failure of the successful bidder to obtain such numbers and to supply them to the District in a timely manner. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the School District, provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by successful bidder. The District s contact information is as follows: Ms. Kelley Crossett, Business Manager/Treasurer District Offices, PO Box 360 Newport, NY 13416, Phone (315) 845-6800, ext. 384, email kcrossett@westcanada.org. Each proposal must be for all the Bonds and must state in a multiple of one-hundredth of one percent or a multiple of one-eighth of one percent, the rate or rates of interest per annum which the Bonds are to bear may state different rates of interest for Bonds maturing in different calendar years; provided however, the (i) only one rate of interest mat be bid for all Bonds maturing in any one calendar year and (ii) variations in rates of interest so bid shall be in ascending progression in order of maturity so that the rate of interest on Bonds maturing in any particular calendar year shall not be less than the rate of interest applicable to Bonds maturing any prior calendar year. Unless all bids are rejected, the award will be made the bidder complying with the terms of the sale and offering to purchase the Bonds at such a rate or rates of interest as will produce the lowest net interest cost computed in accordance with the net interest cost method of calculation, that being the rate or rates of interest which will produce the least interest cost over the life of the bonds, after accounting for the premium offered, if any. If two or more such bidders offer to purchase the Bonds at the same net interest cost, computes as described above, the Bonds will be awarded to the bidder whose bid offers to purchase the Bonds at the highest premium dollar amount. If the premiums are the same, the award shall be made by lot by the School District President of the Board of Education. The right is reserved to reject any or all bids, and any bid not complying with this Notice of Private Competitive Bond Sale except as provided above, will be rejected. A GOOD FAITH DEPOSIT WILL NOT BE REQUIRED
Each proposal must state the amount bid for the Bonds (not less than $275,000) and must state in multiples of one-hundredth of one percent or multiples of one-eighth of one percent the rate or rates of interest per annum which the Bonds are to bear. Bidders may state different rates of interest for the Bonds maturing in different calendar years, with the following limitations: (a) only one rate of interest for each maturity; (b) the maximum difference between the highest and lowest interest rates may not exceed three percent; and (c) interest rates must be expressed in ascending chronological order. No proposed purchase price may be less than the par value of the principal amount of the Bonds. No proposal for less than all of the Bonds will be considered. Each Successful bidder shall be obligated to pay the price bid plus accrued interest, if any, on the Bonds from September 6, 2017 to date of delivery. By submitting a bid, each bidder is certifying that its bid is a firm offer to purchase the Bonds, is a good faith offer which the bidder believes reflects current market conditions, and is not a courtesy bid being submitted for the purpose of assisting in meeting the competitive sale requirements relating to the establishment of the issue price of the Bonds pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the Code ), including the requirement that bids be received from at least three (3) underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds (the Competitive Sale Requirements ). The Municipal Advisor will advise the winning bidder if the Competitive Sale Requirements were met at the same time it notifies the winning bidder of the award of the Bonds. Bids will not be subject to cancellation in the event that the Competitive Sale Requirements are not satisfied. The winning bidder shall, within one (1) hour after being notified of the award of the Bonds, advise the Municipal Advisor by electronic or facsimile transmission of the reasonably expected initial public offering price or yield of each maturity of the Bonds (the Initial Reoffering Prices ) as of the date of the award. By submitting a bid, the winning bidder agrees (unless the winning bidder is purchasing the Bonds for its own account and not with a view to distribution or resale to the public) that if the Competitive Sale Requirements are not met, it will elect and satisfy either option (1) or option (2) described below. Such election must be made on the bid form submitted by each bidder. For purposes of the hold the price or follow the price requirement described below, a maturity refers to Bonds that have the same interest rate, credit and payment terms. (1) Hold the Price. The winning bidder: (a) will make a bona fide offering to the public of all of the Bonds at the Initial Reoffering Prices and provide Bond Counsel with reasonable supporting documentation, such as a copy of the pricing wire or equivalent communication, the form of which is acceptable to Bond Counsel, (b) will neither offer nor sell to any person any Bonds within a maturity at a price that is higher, or a yield that is lower, than the Initial Reoffering Price of such maturity until the earlier of (i) the date on which the winning bidder has sold to the public at least 10 percent of the Bonds of such maturity at a price that is no higher, or a yield that is no lower, than the Initial Reoffering Price of such maturity or (ii) the close of business on the 5th business day after the date of the award of the Bonds, and (c) has or will include within any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the winning bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, language obligating each underwriter to comply with the limitations on the sale of the Bonds as set forth above
(2) Follow the Price. The winning bidder: (a) will make a bona fide offering to the public of all of the Bonds at the Initial Reoffering Prices and provide the School District with reasonable supporting documentation, such as a copy of the pricing wire or equivalent communication, the form of which is acceptable to Bond Counsel, (b) will report to the School District information regarding the first price that at least 10 percent of the Bonds within each maturity of the Bonds have been sold to the public, (c) will provide the School District with reasonable supporting documentation or certifications of such sale prices the form of which is acceptable to Bond Counsel. This reporting requirement, which may extend beyond the closing date of the Bonds, will continue until such date that the requirement set forth in paragraph (b) above for each maturity of the Bonds is satisfied, and (d) has or will include within any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the winning bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, language obligating each underwriter to comply with the reporting requirement described above. Regardless of whether or not the Competitive Sale Requirements were met, the winning bidder shall submit to the School District a certificate (the Reoffering Price Certificate ), satisfactory to Bond Counsel, prior to the delivery of the Bonds stating the applicable facts as described above. The form of Reoffering Price Certificate is available by contacting Bond Counsel or the Municipal Advisor. If the winning bidder has purchased the Bonds for its own account and not with a view to distribution or resale to the public, then, whether or not the Competitive Sale Requirements were met, the Reoffering Price Certificate will recite such facts and identify the price or prices at which the purchase of the Bonds was made. For purposes of this Notice, the public does not include the winning bidder or any person that agrees pursuant to a written contract with the winning bidder to participate in the initial sale of the Bonds to the public (such as a retail distribution agreement between a national lead underwriter and a regional firm under which the regional firm participates in the initial sale of the Bonds to the public). In making the representations described above, the winning bidder must reflect the effect on the offering prices of any derivative products (e.g., a tender option) used by the bidder in connection with the initial sale of any of the Bonds. The Bonds will be delivered in Jersey City, New Jersey (through the facilities of DTC) or at such other place as may be agree with the purchases on or about September 20, 2017. The purchase price of the Bonds, in accordance with the purchaser s bid, shall be paid in federal funds or other funds available for immediate credit on such delivery date. The Bonds are general obligations of the School District. All the taxable real property within the School District is subject to the levy of ad valorem taxes to pay the Bonds and interest thereon, subject to certain statutory limitation imposed by Chapter 97 of the 2011 Laws of New York. The State Constitution requires the School District to pledge its faith and credit for the payment of the principal of the Bonds and interest thereon and to make annual appropriation for the amounts required for the payment of such interest and the redemption of the Bonds. The State Constitution also provides that if at any time the appropriating authorities fail to make the required appropriation for annual debt service on the Bonds and certain others obligations of the School District, a sufficient sum shall be set apart for the first revenue thereafter received and shall be applied for such purposes, and also the chief fiscal officer of the School District may be required to set apart and apply such revenues as aforesaid suit of any holder of such obligations. As a condition to each purchaser's obligation to accept delivery of and pay for the Bonds, such purchaser will be furnished, without cost, the following, dated as of the date of the delivery of and payment for the Bonds: (i) a Closing Certificate, constituting the receipt for the Bond proceeds and a signature certificate which will include a statement that no litigation is pending or to the knowledge of the signer, threatened affecting the Bonds, (ii) an arbitrage certificate executed on behalf of the School District which will include, among other things, covenants, relating to compliance with the Code, with the owners of the Bonds that the School District will, among other things: (a) take all actions on its part necessary to cause interest on the Bonds not to be includable in the gross income of the owners thereof for federal income tax purposes, including without limitation, restricting to the extent necessary, the yield on investments made with the proceeds of the Bonds and investment earnings thereon, making required payments to the federal
government if any and maintaining books and records in a specified manner, where appropriate and (b) refrain from taking any action which would cause interest on the Bonds to be includable in the gross income of the owners thereof for federal income tax purposes, including without limitation, refraining from spending proceeds of the Bonds and investment earnings thereon on certain specified purposes, and (iii) the approving opinion of Timothy R. Curtin, Esq., Rochester, New York, to the effect that the Bonds are valid and legally binding general obligations of the West Canada Valley Central School District, Herkimer and Oneida Counties, New York, for which the School District has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the School District is subject to the levy ad valorem real estate taxes to pay the Bonds and interest thereon, subject to certain statutory limitation imposed by Chapter 97 of the 2011 Laws of New York. The successful bidder may, at its option, refuse to accept the Bonds if prior to delivery of the Bonds any new income tax law shall provide that all or part of the interest on such Bonds is taxable, or shall be taxable at a future date for federal income tax purpose THE DISTRICT RESERVES THE RIGHT TO CHANGE THE TIME/AND/OR DATE FOR THE OPENING OF BIDS. NOTICE OF ANY SUCH CHANGE SHALL BE PROVIDED NOT LESS THAN ONE HOUR PRIOR TO THE TIME SET FORTH ABOVE FOR THE OPENING OF BIDS BY MEANS OF SUPPLEMENTAL NOTICE OF PRIVATE COMPETITIVE BOND SALE OR TO BE TRANSMITTED OVER THE TM3 No official statement accompanies this Notice of Private Bond Sale Additional information or additional copies of the Notice of Sale may be obtained upon request from the offices of R. G. Timbs, Inc., telephone number (585) 747-8111, or at www.rgtimbsinc.net Dated: August 23, 2017 Shawn Schultz President of Board of Education And Chief Fiscal Officer
PROPOSAL FOR BONDS Mr. Shawn Schultz, President of the Board of Education SALE DATE: September 6, 2017 West Canada Valley Central School District TIME: 11:00 A.M., Eastern Time Herkimer and Oneida Counties, New York c/o R. G. Timbs, Inc. 24 Sherman Oaks Drive New Hartford, New York 13413 Telefax # (315) 266-9212 WEST CANADA CENTRAL SCHOOL DISTRICT $275,000 School District Serial Bond, 2017 Date: September 20, 2017 Maturity Dates: September 15, 2018/2022 Dear Mr. Schultz, For the $275,000 School District Serial Bonds, 2017 of the West Canada Valley Central School District, Herkimer and Oneida Counties, New York, that are subject of the annexed Notice of Private Competitive Bond Sale, which is hereby made a part of this bid, we will pay $275,000 plus a premium of $ and accrued interest to date of delivery, provided that the Bonds maturing as set forth below shall bear interest in the indicated multiple(s) of 1/8 th or 1/100 th of one per centum (1%), from their dated date until maturity at the respective rates per annum stated in the following table: Year of Maturity Interest Rate 2018 % 2019 % 2020 % 2021 % 2022 % The following is our computation of the net interest cost, made as provided in the above mention Notice of Private Competitive Bond Sale, but not constituting any part of the foregoing proposal for the purchase of the $275,000 Bonds therein described: Gross Interest Less Premium Bid Over Par Net Interest Cost (NIC) Effective NIC Rate $ $ $ % (Four decimals)
PROPOSAL CONTINUES ONTO NEXT PAGE Please specify form of Bonds: Please select one: Book-Entry-Only registered to Cede & Co. Registered in the Name of the Purchaser We are purchasing the Bonds for our own account and have no intention to sell, reoffer or otherwise dispose of the Bonds In the event the Competitive Sale Requirements are not met we hereby elect to: Follow the Price for all maturities; or Hold the Price for all maturities or Follow the Price for each maturity with at least 10% sold on the Sale Date at the Initial Reoffering Price and Hold the Price Rule for all other maturities Signature: Name of Bidder: Financial Institution: Address: Telephone (Area Code): Email Address: